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UNITED STATES DISTRICT COURT
FOR THE EASTERN DISTRICT OF KENTUCKY



UNITED STATES OF AMERICA,

           Plaintiff,

                  v.

SUIZA FOODS CORPORATION,  

d/b/a Louis Trauth Dairy,
Land O' Sun Dairy, and
Flav-O-Rich Dairy, and

BROUGHTON FOODS COMPANY,   

d/b/a Southern Belle Dairy,


               Defendants.

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Civil Action No.


MOTION OF UNITED STATES FOR A PROTECTIVE ORDER

Plaintiff, the United States of America, has filed a complaint in this matter seeking injunctive relief and other equitable relief against defendants Suiza Foods Corporation ("Suiza") and Broughton Foods Company ("Broughton"). The United States believes that the proposed acquisition by Suiza of Broughton would violate Section 7 of the Clayton Act, as amended, 15 U.S.C. § 18.

The United States hereby moves this Court pursuant to Fed. R. Civ. P. 26(c) for a protective order to protect confidential information that has been, or will be, either furnished to the United States or to the defendants in this litigation. In support of this motion the Court is respectfully referred to the attached Memorandum In Support of this Motion and proposed order.

Dated: March 18, 1999 Respectfully submitted,


  _______________/s/________________
JAMES K. FOSTER
Trial Counsel
U.S. Department of Justice
Antitrust Division
1401 H Street, N.W.
Room 4000
Washington, D.C. 20530
Telephone: (202) 514-8362
Facsimile: (202) 307-5802

JOSEPH L. FAMULARO
United States Attorney
Eastern District of Kentucky
110 W. Vine Street, Suite 4000
Lexington, Kentucky 50407
Telephone: (606) 233-2666